Will CEO Lip-Bu Tan file a Form 4 disclosing an open-market INTC purchase by year-end 2026?

Base rate for S&P 500 CEO open-market purchases within a 21-month window is 15-25%, rising to 25-35% in turnaround situations. But INTC has two structural drags the committee explicitly flagged: (1) zero 10b5-1 plans across the 24-filing sample, meaning Tan would need to manually open a discretionary window rather than execute a pre-scheduled plan; (2) ongoing strategic-partner negotiations (NVIDIA, SoftBank, USG) likely keep Tan in near-continuous MNPI, collapsing the already-narrow post-earnings windows. The 10 months of zero activity is a strong behavioral inertia prior. The analyst-day catalyst in 2H 2026 creates one specific plausible window, but that single forcing event is not enough to overcome structural constraints. I weight the anomaly framing and investor-pressure selection effect at ~+5pp above the MNPI-adjusted base rate.

The base rate context favors NO. Committee notes most Fortune 50 CEOs do not make open-market purchases in their first 24 months, with grant-based alignment being the norm. For Tan to break pattern, three things must align within ~9 months: an open trading window (rare given MNPI), personal willingness to commit cash at 65 with likely significant unvested grant exposure already, and wealth/tax considerations favoring marginal cash deployment over deferred comp. The committee also noted that some members view sign-on grants as substantively equivalent to personal commitment — if Tan shares that view, he has no internal motivation to do an open-market buy. The 'investor pressure forces response' argument is weak because there is no evidence the Form 4 absence has been publicly pressured yet.

Tan's ex-Cadence public-markets experience is meaningful — he has historically demonstrated understanding of alignment signaling, which raises the conditional probability relative to first-time-public CEOs. The DEF 14A in Q2 2026 will surface sign-on grant details and likely provoke analyst commentary on the Form 4 gap, creating second-order pressure. Combined with the 2H 2026 analyst day (a high-visibility credibility moment) and approximately 9 months of remaining resolution window, there are at least two plausible forcing functions. The person-dependency narrative may itself create the response once it becomes the dominant bear question. I weight these above the behavioral-inertia prior at ~+7-10pp above the MNPI-adjusted base.

The inertia signal is dominant. Ten months of zero Form 4 activity in a 10b5-1-barren environment is not an accident of timing — it is a choice, whether driven by existing equity exposure, tax planning, or MNPI constraints. The committee framed this as 'the central figure has not personally committed' — and that framing exists because the absence is the base case, not an anomaly awaiting correction. Nine months remain until resolution. The base rate for a CEO to break a 10-month non-purchase pattern in the subsequent 9 months without a specific forcing event is low. The analyst day and DEF 14A are real but speculative forcing functions.

Five independent factors push probability below the naive base rate: (1) INTC's discretionary-only insider culture — Holthaus and Boise both sold without 10b5-1 plans, meaning timing costs are high for any insider; (2) ongoing strategic deals create near-continuous MNPI; (3) Tan's age 65 and lack of named successor suggest he is optimizing his personal portfolio for tax efficiency and estate planning, not cash-out-of-pocket buys; (4) behavioral inertia prior; (5) no current public pressure campaign on the Form 4 absence. The positive factors — ex-Cadence background, analyst day, DEF 14A catalysts — are speculative and individually small. I land at ~17%.

The committee flagged this as a specific upgrade trigger with a clear behavioral ask — 'first open-market purchase would upgrade moat-rebuild narrative confidence.' When sophisticated investors and analysts converge on a single credibility-signaling gesture as 'the' test, there is real probability it propagates into board and advisor conversations. The ex-Cadence background matters: Tan has been through public-markets cycles and understands the signaling value in a way first-time public CEOs do not. Three-lens convergence (fugazi + stress + moat) on this exact signal means the ask will appear in multiple analyst reports and earnings-call questions. But structural MNPI and the 10b5-1 absence cap the upside. Slightly above the MNPI-adjusted base rate.

Base rate for S&P 500 CEOs buying on the open market within 21 months of appointment is 15-25%. Turnaround context raises to 25-35%. INTC-specific drags (no 10b5-1 plans, continuous MNPI, 10 months of zero activity) pull back toward the bottom of that range. The committee's explicit monitoring of this trigger adds modest selection-effect lift. Net: ~20%.

Zero Form 4s in 10 months is the dominant signal. Behavioral inertia, MNPI restrictions, and discretionary-only culture make the pattern likely to persist. The resolution window is only 9 months and requires a specific 'P' transaction code — grant vesting does not qualify. Below base rate.

Turnaround CEO base rate (~25-35%) and Tan's ex-Cadence public-markets background lean toward a slightly above-base-rate prior. Analyst day 2H 2026 provides a natural window. But no 10b5-1 plans + continuous MNPI + 10-month inertia restrain upside. Land around 22%.